News Release

PrimeCo Sustains Rapid Growth While Conducting Largest Network Infrastructure Conversion in History of Wireless Industry

Company Replaces Eight Switches and Over 1,200 Base Stations in Six Months Without Disrupting Service or Deviating from 1998 Business Plan

October 19, 1998

Catarina Wylie PrimeCo Personal Communication817-258-1531

DALLAS — Editors' Summary:PrimeCo has converted its network infrastructure to Lucent Technologies, becoming the first major U.S. PCS player to adopt a single-vendor strategy. The company managed to conduct the conversion in just over six months while achieving solid growth and sustaining its aggressive business goals for the year.

PrimeCo Personal Communications, L.P., the premier regional provider of PCS/wireless service, today announced it completed the wireless industry's largest network infrastructure conversion while simultaneously adding 108,000 new customers during the third quarter, bringing its total subscriber base to over 700,000 and boosting its market penetration to over 1.8 percent of the population covered by its network. This market penetration rate ranks among the highest in the PCS* industry.

The company accomplished the technical feat, which included replacing eight mobile switching centers and over 1,200 base stations in Chicago and central Illinois, Austin/San Antonio, Dallas/Ft. Worth and Wisconsin, in just over six months without interfering with customer phone service. PrimeCo, whose network infrastructure is now provisioned exclusively by Lucent Technologies, becomes the first major U.S. PCS provider to adopt a single-vendor strategy, which is expected to provide multiple consumer benefits.

The history-making conversion was executed flawlessly by a team comprised of both PrimeCo and Lucent veterans, according to Lowell McAdam, PrimeCo's president and CEO, who characterized the effort as three times the magnitude required to initially launch PrimeCo service in 1996. "Our overriding goal was to accomplish this monumental task without disrupting service to our customers, slowing our growth or negatively impacting our 1998 business plan. We succeeded. PrimeCo is perfectly poised for the launch of the fourth quarter selling season."

Operating one network-wide platform positions PrimeCo for the explosive growth expected in the wireless industry over the next decade. McAdam said the strategy increases the overall reliability of the network, enables the company to standardize engineering, network monitoring and maintenance processes, and will yield significant operational savings that will help PrimeCo become a more cost- effective carrier, an imperative for operators competing in today's superheated wireless marketplace.

McAdam added the move will also significantly shorten research and development cycles for new products and services by eliminating network interoperability issues and by forging a highly focused relationship between PrimeCo and Lucent. The direction PrimeCo intends to take its business will require infrastructure equipment and handsets capable of delivering greater volumes of data. In the future, PrimeCo will focus its product development efforts on consumer friendly applications that enable its customers to use their PrimeCo phone in a variety of new ways, like conducting simple interactive transactions such as making airline reservations and, via time-and-location-specific technology, checking traffic reports and locating nearby restaurants.

Industry analysts report the wireless industry has been adding about one million subscribers per month during the past year and predict that by the year 2000, one in every three Americans will carry a wireless phone. According to McAdam, wireline minutes are already migrating to wireless phones and the recent introduction of rate plans that include roaming and long-distance charges will accelerate that process. "Wireless companies that are focused on delivering products and services targeted toward the mass market will get the lion's share of those converted minutes. Through our strategic partnership with Lucent, we can bring innovative new products aimed at mainstream consumers to market faster than ever before."

Carly Fiorina, president of Lucent's Global Service Provider operation said, "PrimeCo has once again taken a bold step to position itself at the forefront of the PCS. PrimeCo's selection of Lucent as its sole, strategic network provider underlies its commitment to providing customers with enhanced capabilities, speed to market for advanced services, and quality performance."

PrimeCo Personal Communications, which is owned by AirTouch Communications and Bell Atlantic, provides digital wireless service in more than 30 major cities in Alabama, Florida, Illinois, Louisiana, Texas, Virginia and Wisconsin. Sale of the company's Hawaii license and operations is pending regulatory approval. In the continental U.S., the company has PCS licenses covering 60 million potential customers in 10 major trading areas and has nearly 3,100 employees. At the end of the third quarter 1998, PrimeCo had more than 700,000 subscribers. PrimeCo phones and service are sold through the company's 83 stores and kiosks, its business-to-business direct sales force, about 2,200 indirect retailers and its toll-free telephone sales line 1 (800) PRIMECOSM. The address for PrimeCo's interactive web site is www.primeco.com.

Special Note for Editors: Print-quality artwork can be downloaded from PrimeCo's Multimedia Archive, located in the company's Digital News Room site. The Multimedia Archive includes photos of PrimeCo executives, products, retail environments, innovative antenna locations, as well as artwork for the corporate logo and Primetheus(SM), the pink alien featured in PrimeCo's television ads. The URL for the Digital News Room is http://news.primeco.com.